Exhibit 10.5


 


SPONSOR
SHARE FORFEITURE AGREEMENT


 


December 22,
2016


 


Hennessy
Capital Acquisition Corp. II


700
Louisiana Street, Suite 900


Houston,
Texas 77002


 


Daseke,
Inc.


15455
Dallas Parkway, Suite 440


Addison,
TX 75001


 


Re: Forfeiture
of Founder Shares


 


Gentlemen:


 


Reference
is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date
hereof, by and among Hennessy Capital Acquisition Corp. II, a Delaware corporation (“Parent”), HCAC
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Daseke, Inc., a Delaware corporation (the “Company”),
and Don R. Daseke, solely in his capacity as the Stockholder Representative pursuant to Section 11.01 thereof. Capitalized
terms used herein, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement.


 


In
order to induce the Company and Parent to enter into the Merger Agreement and to proceed with the Merger and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hennessy Capital Partners II LLC, a Delaware
limited liability company (the “Sponsor”), and Parent hereby agree, pursuant to this letter agreement
(this “Letter Agreement”), for the benefit of the Company, as follows:


 


	 	1.	Immediately
    prior to (and contingent upon) the Closing, the Sponsor shall forfeit to Parent the number of shares of Founder Common Stock
    equal to (a) 2,274,988, less (b) fifty percent (50.0%) of the Utilization Fee Shares (as defined in the Backstop and Subscription
    Agreement (“Backstop Agreement”), dated the date hereof, among Parent, the Sponsor and the signatories
    thereto) (such shares, the “Founder Forfeited Shares”, and such forfeiture, the “Forfeiture”).


 


	 	2.	To
    effect the Forfeiture, immediately prior to (and contingent upon) the Closing:  (a) the Sponsor shall transfer the
    Founder Forfeited Shares to Parent for cancellation and in exchange for no consideration; (b) Parent shall immediately retire
    and cancel all of the Founder Forfeited Shares (and shall direct Parent’s transfer agent (or such other intermediaries
    as appropriate) to take any and all such actions incident thereto); and (c) the Sponsor and Parent each shall (i) take
    such actions as are necessary to cause the Founder Forfeited Shares to be retired and canceled, after which the Founder Forfeited
    Shares shall no longer be issued or outstanding and (ii) provide the Company with evidence that such retirement and cancellation
    has occurred.  


 


	 	3.	At
Closing, Parent shall issue such number of new shares of Parent Common Stock equal to (a) 2,274,988, less (b) fifty percent (50.0%)
of the Utilization Fee Shares (as defined in the Backstop Agreement) as part of the Closing Parent Stock Consideration to the
Common Stockholders of the Company in accordance with, and subject to, the terms and conditions of the Merger Agreement.




 






     


     


    

 


	 	4.	Prior
    to the Closing, the Sponsor shall not, directly or indirectly, transfer or otherwise dispose of the Founder Forfeited Shares
    other than pursuant to the Forfeiture.


 


	 	5.	The
    Sponsor hereby represents and warrants to the Company, as of the date hereof and as of the Closing, that the Sponsor owns,
    and holds of record, all of the Founder Forfeited Shares, free and clear of all Liens and other obligations in respect of
    the Founder Forfeited Shares.


 


	 	6.	This
    Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
    hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or
    oral, to the extent they relate in any way to the subject matter hereof. This Letter Agreement may not be changed, amended,
    modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
    executed by all parties hereto.


 


	 	7.	No
    party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
    prior written consent of each of the other parties hereto. Any purported assignment in violation of this paragraph shall be
    void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter
    Agreement shall be binding on the Sponsor and Parent and their respective successors and assigns.


 


	 	8.	This
    Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
    to, this Letter Agreement shall be brought and enforced in the Court of Chancery of the State of Delaware (or, if the Court
    of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), or if under applicable
    Law exclusive jurisdiction of such action is vested in the federal courts, then the United States District Court for the District
    of Delaware, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and
    (ii) waives any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
    


 


	 	9.	Any
        notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
        be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or facsimile transmission.

         

	 	10.	This
    Letter Agreement shall immediately terminate, without any further action by the parties hereto, at such time, if any, that
    the Merger Agreement is terminated in accordance with its terms.


 


[Signature
page follows]


 






     


     


    

 





	 	Sincerely,
	 	 
	 	HENNESSY
    CAPITAL PARTNERS II LLC
	 	 
	 	By:
    Hennessy Capital LLC, its managing member
	 	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	Name:	Daniel
    J. Hennessy
	 	Title:	Managing
    Member
	 	 	 
	 	HENNESSY
    CAPITAL ACQUISITION CORP. II
	 	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	Name:	Daniel
    J. Hennessy
	 	Title:	Chief
    Executive Officer


 





	Acknowledged and Agreed:


 


DASEKE, INC.


	 
	 	 	 
	By:	/s/
    R. Scott Wheeler 	 
	Name:	R.
    Scott Wheeler  	 
	Title:	Executive
Vice President and Chief Financial Officer   	 




 


 


[Signature Page
to Sponsor Share Forfeiture Agreement]